OMNIALUO, INC.
AGREEMENT WITH PRINCIPAL SHAREHOLDER, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
THIS
AGREEMENT (the “Agreement”) is made as of the 9th
day of October, 2007 and is by and between Wentworth II, Inc,
a Delaware corporation which will change its corporate name to
OmniaLuo, Inc. (hereinafter referred to as
“Company”) and Zheng Luo (hereinafter referred to
as the “CEO”).
BACKGROUND
On
October 9, 2007, the Company entered into a Share Exchange
Agreement, which is attached to the Company’s October 9,
2007 Current Report on Form 8-K under the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange
Agreement”), with Omnia Luo Group Limited, a British
Virgin Islands company (“Omnia”), pursuant to
which the Company will, subject to the terms and conditions
thereof, acquire all of the equity interest of Omnia and,
indirectly, all of Omnia’s subsidiaries, in exchange for
93.75% of the Company’s Common Stock on a fully diluted
basis as of the time of the closing of the exchange under the
Exchange Agreement (the “Exchange”). Concurrently
with the Exchange, the Company will consummate a private
equity financing with accredited investors of at least $4
million (the “Financing”). CEO is the principal
shareholder and chief executive officer and designer of
Omnia.
The
closing of the Exchange is conditioned, among other things, on
the prior execution and delivery by CEO of this Agreement, the
consummation of the Financing is conditioned on the prior
closing of the Exchange, and the contemplated execution and
delivery of this Agreement by the CEO has been disclosed to
investors in the Financing. This Agreement shall therefore be
deemed an integral part of the Exchange Agreement and a
material term of the Exchange.
The
Board of Directors of the Company desires to appoint CEO as
the chief executive officer of the Company and as a director
of the Company and to have CEO perform the duties of chief
executive officer and director and CEO desires to be so
appointed for such positions and to perform the duties
required of such positions in accordance with the terms and
conditions of this Agreement and applicable Delaware
law.
The
CEO acknowledges and agrees that her entry into this Agreement
and agreement to all of its terms, including, without
limitation, Sections 5 and 6, is a necessary inducement to the
approval and consummation of the Exchange by the Company and
by other shareholders of Omnia, and that she will receive
substantial and direct benefits from the consummation of the
Exchange.
AGREEMENT
In
consideration for the above recited promises and the mutual
promises contained herein, the adequacy and sufficiency of
which are hereby acknowledged, Company and CEO hereby agree as
follows:
1.
DUTIES .
The Company requires that CEO be available to perform the duties of
chief executive officer and as an inside (non-independent) director
and such other duties customarily related to these positions as may
be determined and assigned by the Board of Directors of the Company
and as may be required by the Company’s constituent
instruments, including its certificate of incorporation, bylaws and
its corporate governance and board committee charters, each as
amended or modified from time to time, and by applicable law,
including the Delaware General Corporation Law. CEO agrees to
devote as much time as is necessary to perform completely the
duties as Chief executive officer and as a director of the Company,
including duties as a member of such committees as CEO may
hereafter be appointed to. The CEO will perform such duties
described herein in accordance with the general fiduciary duties of
officers and directors arising under the Delaware General
Corporation Law. The Company and the CEO acknowledge and agree that
the CEO is also serving as the General Manager, chief designer,
Legal Representative and as a director of Shenzhen Oriental Fashion
Co., Ltd, the Company’s primary operating subsidiary
(“Oriental Fashion” or the “Operating
Company”), that a substantial portion of the CEO’s time
and attention will be devoted to the business and affairs of
Oriental Fashion, that such time and attention to the business and
affairs of Oriental Fashion is for the benefit of the Company and
in furtherance of the CEO’s duties and responsibilities to
the Company under this Agreement and applicable law, and that the
CEO will not be required to allocate any fixed minimum required
amount of time to any one entity during any one time period,
although is expected and required to devote substantially all of
her time and attention during normal business hours to the affairs
of the Company and/or Oriental Fashion.
2.
TERM .
The term of this Agreement shall commence as of the date of the
consummation of the Exchange, and shall continue until the
CEO’s removal or resignation from all executive positions
with both the Company and Oriental Fashion (the
“Term”).
3.
COMPENSATION .
The
CEO is and shall be compensated separately by Oriental Fashion for
all future services provided to Oriental Fashion in accordance with
the terms of a separate employment agreement dated as of January 1,
2007 between Oriental Fashion and the CEO (the “Operating
Company Employment Agreement”). The CEO shall also be
eligible to receive such other compensation, and to participate in
such other Company executive benefit plans, as is determined by the
Company’s Board of Directors (including in any such
determination the affirmative vote or consent of a majority of the
Company’s independent directors).
4.
EXPENSES .
In
addition to the compensation provided in paragraph 3 hereof, the
Company will reimburse CEO for reasonable and necessary business
related expenses incurred in good faith in the performance of
CEO’s duties for the Company. Such payments shall be made by
the Company upon submission by the CEO of a signed statement
itemizing the expenses incurred. Such statement shall be
accompanied by sufficient documentation to support the
expenditures. Reimbursement for individual expenses (or groups of
related expenses) exceeding $30,000 shall require approval of the
Company’s Board of Directors or of the Compensation Committee
of the Board.
5.
CONFIDENTIALITY .
The
Company and CEO each acknowledge that, in order for the intents and
purposes of this Agreement to be accomplished, CEO shall
necessarily be developing and obtaining access to certain
confidential information concerning the Company and its affairs,
including, but not limited to (i) business methods, development,
marketing and sales plans and strategies, (ii) customer lists and
customer relationships, (iii) prices and pricing strategies, (iv)
past, present and future research, (v) training methods, (vi)
information systems, inventions, processes, software codes and
specifications, (vii) compilations of information (including
without limitation studies, records, reports, drawings, memoranda,
drafts and any other related information), (viii) trade secrets,
patents, works and any and all other proprietary information
whether embodied in products or otherwise, (ix) financial data, and
(x) any and all other ideas, concepts, strategies, suggestions and
recommendations relating without limitation to any of the foregoing
or to any products or services offered or developed, or to be
developed or proposed to be developed by the Company
(“Business Information”). CEO covenants not to, either
directly or indirectly, in any manner, utilize or disclose to any
person, firm, corporation, association or other entity any
confidential Business Information during the Term and for a period
of 60 months thereafter.
6.
NON-COMPETITION .
(a)
During
the Term and for a period of sixty (60) months following the
end of the Term (the "Restricted Period"), the CEO shall not,
directly or indirectly, unless otherwise approved by the
Company’s Board of Directors (including in any such
approval the affirmative vote or consent of a majority of the
Company’s independent directors, and provided further
that if there shall then be no independent directors, such
approval shall be ratified by the affirmative vote or written
consent of the holders of a majority of the Company’s
shares of Common Stock which are not held by the CEO, her
family relatives or other officers of the Company or of
Oriental Fashion):
| (i) |
in
any manner whatsoever engage, for the CEO’s own personal
benefit or for the benefit of any person or entity other than the
Company or any subsidiary or Company-controlled affiliate, in any
capacity in any business competitive with:
|
(1)
the Company's current lines of business (which comprise the
design, development, marketing, sale, production and
distribution of women’s apparel),
(2)
any business currently proposed to be engaged in by the
Company, any of its subsidiaries (including Oriental Fashion)
or by any Company-controlled affiliates, with business
currently proposed to be engaged in determined by reference to
the description under “Business of the Company” in
the draft prospectus included in the form of SB-2 Registration
Statement attached to the Company’s Private Placement
Memorandum dated September 10, 2007 delivered to investors in
the Financing, or
(3)
any other business engaged in by the Company and primarily
involving fashion or apparel (collectively, the "Company's
Business"); or
| (ii) |
have
any interest as owner, sole proprietor, shareholder, partner,
lender, director, officer, manager, employee, consultant, agent or
otherwise in any business competitive with the Company's
Business;
|
provided ,
however ,
that:
(1)
the CEO may hold, directly or indirectly, solely as an
investment, and with now role in operations or management, not
more than five percent (5%
|
